---

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



|(Mark One)                                    
|----------------------------------------------
|                                              
|☒                                             
|                                              
|For the quarterly period ended August 31, 2017
|                                              
|☐                                             



For the transition period from ______to______



Commission File Number: 000-54163



|Music of Your Life, Inc.                              
|------------------------------------------------------
|(Exact name of registrant as specified in its Charter)



|Florida                                                                |  | 26-2091212                          
|---------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employee Identification No.)
|                                                                       |  |                                     
|3225 McLeod Drive, Suite 100
        Las Vegas, Nevada                 |  | 89121                               
|(Address of principal executive office)                                |  | (Zip Code)                          



(800) 351-3021

(Registrant’s telephone number,
including area code)



Not Applicable

(Former Name, former address and former
fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.Yes ☒
No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes
☒ No
☐



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act:



|Large accelerated filer                                           | ☐ | Accelerated filer         | ☐
|----------------------------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer (Do not check if smaller reporting company) | ☐ | Smaller reporting company | ☒




Table of Contents






Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes☐No
☒



Indicate the number of shares outstanding
of each of the issuer’s classes of common stock as of the latest practicable date: As of October 19, 2017, there were 2,600,120,431
shares of $0.0001 par value common stock, issued and outstanding.



---

---

































































































2


Table of Contents


TABLE OF CONTENTS



|PART I: FINANCIAL INFORMATION                                                                |   
|-------------------------------------------------------------------------------------------- | --
|                                                                                             |   
|Item 1: Financial Statements                                                                 | 4 
|Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation | 14
|Item 3: Quantitative and Qualitative Disclosures about Market Risk                           | 16
|Item 4: Controls and Procedures                                                              | 16
|                                                                                             |   
|PART II: OTHER INFORMATION                                                                   |   
|                                                                                             |   
|Item 1: Legal Proceedings                                                                    | 17
|Item 1A: Risk Factors                                                                        | 17
|Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                          | 17
|Item 3: Defaults Upon Senior Securities                                                      | 17
|Item 4: Mine Safety Disclosures                                                              | 17
|Item 5: Other Information                                                                    | 17
|Item 6: Exhibits                                                                             | 18
|                                                                                             |   
|SIGNATURES                                                                                   | 18























































































3


Table of Contents


PART I - FINANCIAL INFORMATION



ITEM 1.  Financial Statements





|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Balance Sheets                                              
|                                                                         
|ASSETS                                                                   
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|CURRENT ASSETS                                                           
|                                                                         
|Cash and cash equivalents                                                
|Loans receivable from related party                                      
|                                                                         
|Total Current Assets                                                     
|                                                                         
|OTHER ASSETS                                                             
|                                                                         
|Music inventory                                                          
|Trademark                                                                
|                                                                         
|Total Other Assets                                                       
|                                                                         
|TOTAL ASSETS                                                             
|                                                                         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                    
|                                                                         
|CURRENT LIABILITIES                                                      
|                                                                         
|Accounts payable                                                         
|Accrued interest payable on notes payable                                
|Accrued consulting fees                                                  
|Notes payable                                                            
|Notes payable to related parties                                         
|Derivative liability                                                     
|                                                                         
|Total Current Liabilities                                                
|                                                                         
|TOTAL LIABILITIES                                                        
|                                                                         
|STOCKHOLDERS' DEFICIT                                                    
|                                                                         
|Preferred Stock, $0.0001 par value; 20,000,000 shares                    
|authorized, 200 and 200 shares issued and outstanding                    
|Common stock, $0.0001 par value; 10,000,000,000 shares                   
|authorized, 2,600,120,431 and 2,409,170,431 shares issued                
|and outstanding, respectively                                            
|Common stock payable - 300,000 shares                                    
|Additional paid-in-capital                                               
|Accumulated deficit                                                      
|                                                                         
|Total Stockholders' Deficit                                              
|                                                                         
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              
|                                                                         
|The accompanying notes are an integral part of these financial statements





4


Table of Contents








|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Statements of Operations                                    
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|NET REVENUES                                                             
|                                                                         
|OPERATING EXPENSES                                                       
|                                                                         
|Salaries and Consulting fees (including stock-based compensation         
|of $-0- and $18,500, respectively)                                       
|Professional fees (including stock-based compensation                    
|of $-0- and $50,500, respectively)                                       
|Selling, general and administrative                                      
|                                                                         
|Total Operating Expenses                                                 
|                                                                         
|LOSS FROM OPERATIONS                                                     
|                                                                         
|OTHER INCOME (EXPENSES)                                                  
|                                                                         
|Income from derivative liability                                         
|Interest expense (including amortization of debt discounts               
|of $45,785 and $66,334 repectively)                                      
|                                                                         
|Total Other Income (Expenses)                                            
|                                                                         
|INCOME (LOSS) BEFORE INCOME TAXES                                        
|                                                                         
|INCOME TAX EXPENSE                                                       
|                                                                         
|NET INCOME (LOSS)                                                        
|                                                                         
|BASIC AND DILUTED:                                                       
|Net income (loss) per common share                                       
|                                                                         
|Weighted average shares outstanding                                      
|                                                                         
|The accompanying notes are an integral part of these financial statements

























5


Table of Contents






|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Statements of Cash Flows                                    
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                    
|                                                                         
|Net income (loss)                                                        
|Adjustments to reconcile net income (loss) to net                        
|cash used by operating activities:                                       
|Common stock issued for services                                         
|Income from derivative liability                                         
|Amortization of debt discounts                                           
|Changes in operating assets and liabilities:                             
|Music inventory                                                          
|Accounts payable                                                         
|Accrued interest payable on notes payable                                
|Accrued consulting fees                                                  
|                                                                         
|Net Cash Used by Operating Activities                                    
|                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                    
|                                                                         
|Trademark                                                                
|                                                                         
|Net Cash Used by Investing Activities                                    
|                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                    
|                                                                         
|Proceeds from notes payable                                              
|Proceeds from notes payable to related parties                           
|Payments on notes payable                                                
|                                                                         
|Net Cash Provided by Financing Activities                                
|                                                                         
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     
|                                                                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           
|                                                                         
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                 
|                                                                         
|SUPPLEMENTAL CASH FLOW INFORMATION                                       
|                                                                         
|Cash Payments For:                                                       
|Interest                                                                 
|Income taxes                                                             
|                                                                         
|Non-cash investing and financing activities:                             
|Initial derivative liability charged to debt discounts                   
|Conversion of debt and accrued interest into common stock                
|                                                                         
|The accompanying notes are an integral part of these financial statements







6


Table of Contents




MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

August 31, 2017

(Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND ORGANIZATION



Basis of Presentation



The accompanying unaudited
financial statements are presented in accordance with generally accepted accounting principles for interim financial information
and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management,
all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not
misleading, have been included. Operating results for the three months ended August 31, 2017 are not necessarily indicative of
results that may be expected for the year ending May 31, 2018.



Organization



Music of Your Life, Inc. (hereafter,
“we”, ”our”, ”us”, “MYL”, or the ”Company”) was incorporated on January
30, 2008, in the State of Florida, as ZhongSen International Tea Company, with the principal business objective of providing sales
and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high
quality Chinese tea products worldwide. The Company commenced business activities in August, 2008, when it entered into a related
party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd. However, due to lack of capital, the Company was unable to
implement its business plan fully. On May 31, 2013, the Company entered into a merger agreement (the “Merger”) with
Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”). As a result of the Merger, MYL Nevada is a wholly-owned
subsidiary of the Company, and the Company is now operating a multi-media entertainment company, producing television shows and
radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013.



NOTE 2 - LOANS RECEIVABLE – RELATED
PARTY



During the year ended May
31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described
in Note 1. The loans are non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection
of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to
waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 (see Note 8). As of August 31, 2017, the
balance due on this loan was $15,950.



NOTE 3 - MUSIC INVENTORY



The Company purchases digital
music to broadcast over the radio and internet. During the three months ended August 31, 2017, the Company purchased $591 worth
of music inventory. The amount of music inventory held at August 31, 2017 was $14,453.



NOTE 4 - NOTES PAYABLE



Notes payable consisted of
the following:



|                                                                                         |  | August 31, 2017 |        | May 31, 2017
|---------------------------------------------------------------------------------------- |  | --------------- | ------ | ------------
|Notes payable to two corporations, non-interest bearing, due on demand, unsecured        |  | $               | 66,750 |             
|Note payable to an individual, due on May 22, 2015, in default (B)                       |  |                 | 25,000 |             
|Note payable to an entity, non interest bearing, due on February 1, 2016, in default (D) |  |                 | 50,000 |             



7


Table of Contents






MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

August 31, 2017

(Unaudited)



|Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)                                                 |  |   | 7,000    |   |  |   | 7,000    |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------- | - |  | - | -------- | -
|Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)                                                  |  |   | 50,000   |   |  |   | 50,000   |  
|Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)                                                  |  |   | 50,000   |   |  |   | 50,000   |  
|Note payable to an individual, stated interest of $2,500, due on December 20, 2015, in default (I)                                                 |  |   | 25,000   |   |  |   | 25,000   |  
|Note payable to an individual, stated interest of $2,500, due on December 18, 2015, in default (K)                                                 |  |   | 25,000   |   |  |   | 25,000   |  
|Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)                                                   |  |   | 20,000   |   |  |   | 20,000   |  
|Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)                                                          |  |   | 25,000   |   |  |   | 25,000   |  
|Convertible note payable to an entity, interest at 10%, due on March 17, 2017, in default (Q)                                                      |  |   | 40,522   |   |  |   | 46,126   |  
|Convertible note payable to an entity, interest at 10%, due on April 1, 2017, in default (R)                                                       |  |   | 56,250   |   |  |   | 56,250   |  
|Convertible note payable to an entity, interest at 10%, due on June 13, 2017, in default – net of discount of $-0- and $1,940, respectively (S)    |  |   | 40,750   |   |  |   | 38,810   |  
|Convertible note payable to an entity, interest at 12%, due on August 16, 2017, in default – net of discount of $-0- and $13,256, respectively (T) |  |   | 47,000   |   |  |   | 33,744   |  
|Convertible note payable to an entity, interest at 12%, due on October 31, 2017 – net of discount of $-0- and $20,288, respectively (U)            |  |   | 46,750   |   |  |   | 26,462   |  
|Convertible note payable to an entity, interest at 12%, due on March 16, 2018 – net of discount of $26,700 and $-0-, respectively (Z)              |  |   | 10,300   |   |  |   | —        |  
|Convertible note payable to an individual, interest at 10%, due on demand (V)                                                                      |  |   | 59,820   |   |  |   | 59,820   |  
|Convertible note payable to an individual, interest at 8%, due on demand (W)                                                                       |  |   | 29,000   |   |  |   | 29,000   |  
|Convertible note payable to an individual, interest at 8%, due on demand (X)                                                                       |  |   | 21,500   |   |  |   | 21,500   |  
|Convertible note payable to an individual, interest at 10%, due on demand (Y)                                                                      |  |   | 8,600    |   |  |   | 8,600    |  
|Notes payable to individuals, non-interest bearing, due on demand                                                                                  |  |   | 87,475   |   |  |   | 72,500   |  
|Total Notes Payable                                                                                                                                |  |   | 791,717  |   |  |   | 733,562  |  
|Less: Current Portion                                                                                                                              |  |   | (791,717 | ) |  |   | (733,562 | )
|Long-Term Notes Payable                                                                                                                            |  | $ | —        |   |  | $ | —        |  



8


Table of Contents






MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

August 31, 2017

(Unaudited)



(B) On April 22, 2015, the Company issued a $25,000
Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015. The Company
also agreed to issue 500,000 shares of common stock, valued at $50,000 on April 22, 2015, as part of the note agreement. The proceeds
of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount
on the debt of $16,667. This amount was amortized over the 30 days life of the promissory note.



(D) On July 24, 2015, the
Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association
with the Equity Purchase Agreement (See Note 8). As amended and restated January 4, 2016, the note is non-interest bearing and
was due on February 1, 2016.



(E) On July 31, 2015, the
Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015. The Company
also issued 1,000,000 shares of common stock, valued at $38,000, as part of the note agreement. The proceeds of the note were allocated
between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $15,079. This
amount was amortized over the 90 days life of the promissory note.



(G) On August 6, 2015, the
Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. The Company
also agreed to issue 2,000,000 shares of common stock, valued at $76,000, as part of the note agreement. The proceeds of the note
were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt
of $30,159. This amount was amortized over the 75 days life of the promissory note.



(H) On August 21, 2015, the
Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015. The Company
also agreed to issue 2,000,000 shares of common stock, valued at $60,000, as part of the note agreement. The proceeds of the note
were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt
of $27,273. This amount was amortized over the 75 days life of the promissory note.



(I) On September 21, 2015,
the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. The
Company also agreed to issue 1,000,000 shares of common stock, valued at $30,000, as part of the note agreement. The proceeds of
the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on
the debt of $13,636. This amount was amortized over the 90 days life of the promissory note. In the event that all principal and
interest are not paid to the lender by January 20, 2016, the Company is obligated to issue another 1,000,000 shares of common stock
to the lender and for interest to accrue at a rate of 24% per annum commencing on January 21, 2016.



(K) On November 13, 2015,
the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 18, 2015. The
Company also agreed to issue 200,000 shares of common stock, valued at $6,000, as part of the note agreement. The proceeds of the
note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the
debt of $4,839. This amount was amortized over the 35 days life of the promissory note. In the event that all principal and interest
are not paid to the lender by December 18, 2015, the Company is obligated to pay late fees of 5,000 shares of common stock per
day for the first 60 days after December 18, 2015, and beginning with the 61st day after December 18, 2015, any balance
owed shall accrue interest at a rate of 10% per annum.



(M) On December 29, 2015,
the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest
at a rate of 12% per annum, is due on December 29, 2016, and is convertible at the option of the lender into shares of the Company
common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion
Date. See Note 6 (Derivative Liability).

9


Table of Contents






MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

August 31, 2017

(Unaudited)



(P) On June 3, 2016, the Company
issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.



(Q) On June 17, 2016, the
Company issued a $50,750 Convertible Promissory Note to a lender for net loan proceeds of $44,000. The note bears interest at a
rate of 10% per annum (24% per annum default rate), was due on March 17, 2017, and is convertible at the option of the lender into
shares of the Company common stock at a Conversion Price equal to 55% of the lowest Trading Price during the 25 Trading Day period
prior to the Conversion Date. See Note 6 (Derivative Liability).



(R) On July 21, 2016, the
Company issued a $56,250 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a
rate of 10% per annum (24% per annum default rate), was due on April 21, 2017, and is convertible at the option of the lender into
shares of the Company common stock at a Conversion Price equal to $0.0005 per share.



(S) On September 13, 2016,
the Company issued a $40,750 Convertible Promissory Note to a lender for net loan proceeds of $35,000. The note bears interest
at a rate of 10% per annum (24% per annum default rate), was due on June 13, 2017, and is convertible at the option of the lender
into shares of the Company common stock at a Conversion Price equal to $0.0005 per share.



(T) On November 16, 2016,
the Company issued a $47,000 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest
at a rate of 12% per annum (24% per annum default rate), was due on August 16, 2017, and is convertible at the option of the lender
into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day
period prior to the Conversion Date. See Note 6 (Derivative Liability).



(U) On January 31, 2017, the
Company issued a $46,750 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a
rate of 12% per annum (24% per annum default rate), is due on October 31, 2017, and is convertible at the option of the lender
into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day
period prior to the Conversion Date. See Note 6 (Derivative Liability).



(V) On May 3, 2017, the Company
issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on an earlier promissory
note. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into
shares of the Company common stock at a Conversion Price equal to $0.0001293 per share.



(W) On April 5, 2017, the
Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on an earlier
promissory note. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender
into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day
period prior to the Conversion Date. See Note 6 (Derivative Liability).



(X) On April 5, 2017, the
Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on an earlier
promissory note. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender
into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day
period prior to the Conversion Date. See Note 6 (Derivative Liability).



(Y) On March 1, 2017, the
Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor.
The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to the higher of $0.00004 per share or 60% of the lowest Trading Price
during the 5 Trading Day period prior to the Conversion Date.



10


Table of Contents






MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

August 31, 2017

(Unaudited)



(Z) On June 16, 2017, the
Company issued a $37,000 Convertible Promissory Note to a lender for net loan proceeds of $31,000. The note bears interest at a
rate of 12% per annum (24% per annum default rate), is due on March 16, 2018, and is convertible at the option of the lender into
shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period
prior to the Conversion Date. See Note 6 (Derivative Liability).



NOTE 5 - NOTES PAYABLE – RELATED PARTIES



Notes payable – related
parties consisted of the following:



|                                                                                                          |  | August 31, 2017 |         | May 31, 2017
|--------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | ------------
|Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured |  | $               | 11,188  |             
|Note payable to Company law firm, non-interest bearing, due on demand, unsecured                          |  |                 | 2,073   |             
|Total Notes Payable                                                                                       |  |                 | 13,261  |             
|Less: Current Portion                                                                                     |  |                 | (13,261 | )           
|Long-Term Notes Payable                                                                                   |  | $               | —       |             



NOTE 6 - DERIVATIVE LIABILITY



The derivative liability at
August 31, 2017 and May 31, 2017 consisted of:



|                                                                             |  | August 31, 2017 |         | May 31, 2017        
|---------------------------------------------------------------------------- |  | --------------- | ------- | --------------------
|                                                                             |  | Face Value      |         | Derivative Liability
|Convertible note payable issued December 29, 2015, due December 29, 2016 (M) |  | $               | 20,000  |                     
|Convertible note payable issued June 17, 2016, due March 17, 2017 (Q)        |  |                 | 40,522  |                     
|Convertible note payable issued November 16, 2016, due August 16, 2017 (T)   |  |                 | 47,000  |                     
|Convertible note payable issued January 31, 2017, due October 31, 2017 (U)   |  |                 | 46,750  |                     
|Convertible note payable issued April 5, 2017, due on demand (W)             |  |                 | 29,000  |                     
|Convertible note payable issued April 5, 2017, due on demand (X)             |  |                 | 21,500  |                     
|Convertible note payable issued June 16, 2017, due on March 16, 2018 (Z)     |  |                 | 37,000  |                     
|Totals                                                                       |  | $               | 241,772 |                     



11


Table of Contents




MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

August 31, 2017

(Unaudited)



The above convertible notes contain a variable conversion
feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable
upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features
as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and
the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance
dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative
liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing
model.



Assumptions used for the calculations
of the derivative liability of the notes at August 31, 2017 include (1) stock price of $0.0001 per share, (2) exercise prices ranging
from $0.00004 to $0.000055 per share, (3) terms ranging from -0- days to 197 days, (4) expected volatility of 434% and (5) risk
free interest rates ranging from 0.95% to 1.23%.



Assumptions used for the calculations
of the derivative liability of the notes at May 31, 2017 include (1) stock price of $0.0002 per share, (2) exercise prices ranging
from $0.00005 to $0.00006 per share, (3) terms ranging from 0 days to 92 days, (4) expected volatility of 490% and (5) risk free
interest rates ranging from 0.86% to 0.98%.



NOTE 7 - EQUITY TRANSACTIONS



During the three months ended
August 31, 2017 the Company issued an aggregate of 190,950,000 shares of common stock for the conversion of notes payable and accrued
interest in the aggregate amount of $7,638.



On October 3, 2016, the Company
amended its Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,000,000,000
shares and to change the par value of both the common stock and preferred stock from $0.001 per share to $0.0001 per share.



On November 9, 2016, the Company
amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000
shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall
have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting;
plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting;
divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred
Stock has no conversion, liquidation, or dividend rights.



NOTE 8 - COMMITMENTS AND CONTINGENCIES



Service Agreements



On November 5, 2012, the Company
executed a General Services Agreement with the Company’s chief executive officer. The agreement provided for monthly compensation
of $10,000 and was to remain in full force and effect until either party provided 30 days notice of termination to the other party.
Effective May 31, 2015, the chief executive officer agreed to waive payment of the $100,000 accrued consulting fees balance due
him at May 31, 2015 in exchange for the Company’s agreement to waive collection of $100,000 of the remaining $115,950 loans
receivable balance due from the chief executive officer at May 31, 2015 before this transaction (see Note 2). On May 31, 2015,
this agreement was terminated.



On March 1, 2017, the Company
executed a Consulting Agreement with the Company’s chief executive officer. The agreement provides for monthly compensation
of $10,000 through December 31, 2020. The Company may terminate the agreement at any time without cause. For the three months ended
August 31, 2017 and 2016, the chief executive officer was paid $21,000 and $32,000, respectively.

12


Table of Contents






MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

August 31, 2017

(Unaudited)



On November 15, 2012 and June
3, 2013, the Company executed General Services Agreements with two other service providers. The agreements provided for monthly
compensation of $1,000 and $500, respectively, and were to remain in full force and effect until either party provided 90 days
and 30 days, respectively, notice of termination to the other party. Effective September 1, 2015, these two agreements were replaced
by Consulting Agreements to provide for monthly compensation of $5,000 to each of the two service providers. The term of the agreements
is from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate both of these
Consulting Agreements at any time without cause.



Effective September 1, 2015,
the Company entered into a Consulting Agreement with another service provider. The agreement provides for monthly compensation
of $1,000 for a term from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate
this Consulting Agreement at any time without cause.



NOTE 9 - GOING CONCERN



The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. At August 31, 2017, the Company had negative working capital
of $1,368,034 and an accumulated deficit of $3,421,704. These factors raise substantial doubt regarding the Company’s ability
to continue as a going concern.



To date the Company has funded
its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal
year ended May 31, 2018 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s
ability to continue operations.



The Company is attempting
to improve these conditions by way of financial assistance through issuances of notes payable and additional equity and by generating
revenues through sales of products and services.



The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.



13


Table of Contents


Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operation



The following discussion contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the
forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes
that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that
the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed
in this report.



BUSINESS OVERVIEW



We are a multi-media entertainment
company that currently produces live radio programming 24 hours a day, syndicated to AM, FM and HD terrestrial radio stations around
the country. The network is also heard streaming across the Internet using our registered trademark, iRadio®. Music of Your
Life® has been on the air since 1978, making it the longest running syndicated music radio network in the world. Our principal
source of revenue comes from selling radio spots, or commercials on the network, and licensing our trade names. Expenses which
comprise the costs of goods sold will include licensing agreements and royalties, as well as operational and staffing costs related
to the management of the Company’s syndicated network. General and administrative expenses are comprised of administrative
wages and benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous
office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and
promotional expenses, as well as travel and other miscellaneous related expenses.



Because we have incurred
losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our
uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during
the coming year.



RESULTS OF OPERATION



Following is management’s
discussion of the relevant items affecting results of operations for the three months ended August 31, 2017 and 2016.



Revenues. The Company
generated net revenues of $2,836 and $1,193 during the three months ended August 31, 2017 and 2016, respectively. Revenues were
generated from spot sales, digital sales and subscription based sales from the live radio programming through radio stations around
the country.



Cost of Sales. Our
cost of sales were $-0- for the three months ended August 31, 2017 and 2016. Our cost of sales in the future will consist principally
of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced
through our affiliates, as well as operational and staffing costs with respect thereto.



Salaries and Consulting
Fees. Salaries and consulting fees were $73,696 and $96,350 for the three months ended August 31, 2017 and 2016, respectively.
We expect that salaries and consulting expenses, that are cash instead of share-based, will increase as we add personnel to build
our multi-media entertainment business.



Professional Fees.
Professional fees were $9,264 and $90,465 for the three months ended August 31, 2017 and 2016, respectively. This expense category
included stock based compensation to service providers of $50,500 for the three months ended August 31, 2016. We anticipate that
professional fees will increase in future periods as we scale up our operations.



Selling, General and
Administrative Expenses. Selling, general and administrative expenses were $18,424 and $59,902 for the three months ended August
31, 2017 and 2016, respectively. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.



14


Table of Contents




Other Income (Expense).
The Company had net other income of $348,974 and net other expenses of $25,333 for the three months ended August 31, 2017 and 2016,
respectively. During the three months ended August 31, 2017 and 2016, the company recorded a gain on the change in the fair value
of the derivative liability in the amount of $407,617 and $54,948, respectively. Other expenses incurred were comprised of interest
expenses related to notes payable in the amount of $58,643, which included the amortization of debt discounts of $45,785 during
the three months ended August 31, 2017.



LIQUIDITY AND CAPITAL RESOURCES



As of August 31, 2017,
our primary source of liquidity consisted of $788 in cash and cash equivalents. We hold most of our cash reserves in local checking
accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and
long-term loans, and through the private placement of our common stock.



We have sustained significant
net losses which have resulted in negative working capital and an accumulated deficit at August 31, 2017 of $1,368,034 and $3,421,704,
respectively, which raises doubt about our ability to continue as a going concern. We generated net income for the three months
ended August 31, 2017 of $250,426 due to the gain on the change in the fair value of the derivative liability of $407,617. Without
this gain, we would have generated a net loss of $157,191. Without additional revenues, working capital loans, or equity investment,
there is substantial doubt as to our ability to continue operations.



We believe these conditions
have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability
to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for
investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies
having financial, production and marketing resources significantly greater than those of the Company.



We believe that our capital
resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary
to expand our multi-media entertainment business. We will likely require considerable amounts of financing to make any significant
advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and
we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms.
Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional
funds will materially affect our Company and our business, and may cause us to substantially curtail or even cease operations.
Consequently, you could incur a loss of your entire investment in the Company.



CRITICAL ACCOUNTING PRONOUNCEMENTS



Our financial statements
and related public financial information are based on the application of generally accepted accounting principles in the United
States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting
principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also
affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial
condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively
applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under
the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our financial statements.



Our significant
accounting policies are summarized in Note 2 of our financial statements included in our May 31, 2017 Form 10-K. While all of these
significant accounting policies impact our financial condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements
and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management
believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies
would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this
report.

15


Table of Contents






Revenue Recognition



We recognize revenue
on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized
only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability
of the resulting receivable is reasonably assured.



RECENT ACCOUNTING PRONOUNCEMENTS



We have reviewed
accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined
that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this
report.



OFF-BALANCE SHEET ARRANGEMENTS



We do not have any
off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as
“special purpose entities” (“SPE”s).



Item 3. Quantitative and Qualitative
Disclosures about Market Risks



Not applicable because
we are a smaller reporting company.



Item 4. Controls and Procedures



Evaluation of Disclosure Controls
and Procedures



Pursuant to Rule
13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the
participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as
defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation,
the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure
that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act,
is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that
such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO,
as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses (such as
the absence of an audit committee and absence of qualified independent directors) in its internal control over financial reporting.



Changes in Internal Controls Over
Financial Reporting



There have been
no changes in the Company's internal control over financial reporting during the latest fiscal quarter that have materially affected,
or are reasonably likely to materially affect, the Company's internal control over financial reporting.



16


Table of Contents




PART II - OTHER INFORMATION



Item 1. Legal Proceedings.



Currently we are
not aware of any litigation pending or threatened by or against the Company.



Item 1A. Risk Factors



Not applicable because
we are a smaller reporting company.



Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds



During the three
months ended August 31, 2017 the Company issued an aggregate of 190,950,000 shares of common stock for the conversion of notes
payable and accrued interest in the aggregate amount of $7,638.



With respect to
the transactions noted above, each of the recipients of securities of the Company was an accredited investor, or is considered
by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial
and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation
was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the
issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant
to Section 4(2) of the Securities Act of 1933.



Item 3. Defaults Upon Senior Securities.



The Company has
not paid the principal and interest due on 13 notes payable aggregating $461,522 at August 31, 2017. See Note 4 to the Consolidated
Financial Statements.



Item 4. Mine Safety Disclosures



Not Applicable.



Item 5. Other Information.



None.



17


Table of Contents






Item 6. Exhibits.



|Exhibit No. |  | Description                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------
|3.1         |  | Amended and Restated Articles of Incorporation of Music of Your life, Inc.                             
|3.2         |  | Amended and Restated Bylaws of Music of Your Life, Inc.                                                
|31.1        |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1        |  | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|101.INS     |  | XBRL Instance Document                                                                                 
|101.SCH     |  | XBRL Taxonomy Extension Schema Document                                                                
|101.CAL     |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                  
|101.DEF     |  | XBRL Taxonomy Extension Definition Linkbase Document                                                   
|101.LAB     |  | XBRL Taxonomy Extension Label Linkbase Document                                                        
|101.PRE     |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                 
|            |  |                                                                                                        
|            |  |                                                                                                        



---





SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.



|                        | Music of Your Life, Inc.
|----------------------- | ------------------------
|                        |                         
|Date: October  23, 2017 | By:                     
|                        |                         
|                        |                         
|                        |                         
|                        |                         





18